EFTA01455321.pdf

Dr no ot Default and Verbration If the Notes have become ivanediately duc and payable following an event of default (as defined in the accompanying prospectus )with respect to the Notes, the Calculation Agent will detennine the accelerated Payment at Maturity due and payable n the same: general imnner as deserted in "Payment at Maturity" in this pricing suppkment. In that case, the business day preceding the date of aceekration will be used as the Final Valuation Date for purposes of detenriiing the accelerated Reference Asset Return (including the Final level) The accelerated Maturity Date will be the Mid business day following the postponed accelerated Final Valuation Date. lithe Notes have become nmediatch due and payable following an event of default, you will not be entitled to any additional payments with respect to the Notes. For more information. sec "Description of Debt Securities - Senior Debt Securities — Events ofDefault" in the accompanying prospectus. .thilitionel Diann 01 rite ?Was Business Day A -baseless day" means any day. other than a Saturday or Sunday. that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in the City of New York_ Prement When Offices or Settlement Systems are Closed If any payment S due on the Notes on a day that would otherwise be a "busitess day" but is a day on which the office ofa paying agent or a settlement system S closed, we will nuke the payment on the net business day when that paying agent or system is open. Any such payment be deemed to have been nude on the original due dale, and no additional payment will be nude on account ofthe delay. Supfinswmal am of Distribution ((Malice% of triton,. tl Pursuant to the terns of a distribution agreement. MEC Securities (USA) Inc.. an affiliate of IISDC. will purchase the Notes from USW for distribution to J.P. Morgan Securities LIE and certain of its registered broker-dealer affiliates, acting as placement agent. at the price indicated on the cover of this pricing supplement. The placement agents for the Notes will receive a fee that will not exceed S11 per S1.000 Principal Amount of Notes. In addition. IISDC Securities (USA) Inc. or another of its affiliates or agents may use this pricing supplement in marist-inikkgriansactions allerthe initialsak of the Notes. but S under no obligation to mike a market it the Notes and nny discontinue any market-making activities at any tine without notice. See "Supplemental Plan ofDistribution (Conflins ofInterest)" on page S49 it the prospectus supplement. VaIlthi, of du: Notts In the opinion of Mormon & Foster LIP, as counsel to the Issuer. when the Notes offered by this pricing supplement have been melded and delivered by the Issuer and authenticated by the trustee pursuant to the Senior Indenture refuted to n the prospectus suppkment dated March 22 2012 and issued and paid for as contemplated herein. such Notes will be vabd. bawling and enforceable obligations of the Issuer. entitled to the benefits of the Senior Indenture. subject to applicable bankruptcy, Solvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) This opinion is given as ofthe date hereof and is Stied to the laws of the State of New York. the Maryland General Corporation law (ncluding the statutory provisions, al/ applicable provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal laws of the United States of Anerica. This opinion is subject to customary assumptions about the trustee's authorization. mention and deliver of the Senior Indenture and the genuineness of signatures and to such counsel's reliance on the ksuer and other sources as to cenain factual nutters. all as slated in the legal opinion dated July 27. 2012, which has been filed as Eshibit 5.1 to the Issuer's Current Report on Form Sic: dated July 27.2012 -9- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0114033 CONFIDENTIAL SONY GM_00260217 EFTA01455321